SYRACUSE, N.Y.--(BUSINESS WIRE)--
Carrols Restaurant Group, Inc. (NASDAQ: TAST), the parent company of
Carrols Corporation, and Carrols Corporation announced today that
Carrols Corporation has commenced an offer to purchase for cash any and
all of the $165 million outstanding principal amount of its 9% Senior
Subordinated Notes due 2013. In conjunction with the tender offer,
Carrols Corporation is soliciting consents to effect certain proposed
amendments to the indenture governing the Notes. The tender offer and
consent solicitation are being made pursuant to an Offer to Purchase and
Consent Solicitation Statement, dated July 22, 2011, and a related
Consent and Letter of Transmittal, which set forth the terms and
conditions of the offer and consent solicitation in full detail.
The total consideration to be paid for each $1,000 principal amount of
the Notes tendered, and not validly withdrawn, will be $1,003.75. The
total consideration includes a consent payment of $30.00 per $1,000
principal amount, which is payable only to holders who tender their
Notes and validly deliver their consents prior to the expiration of the
consent solicitation. Holders who tender their Notes after the
expiration of the consent solicitation, but on or prior to the tender
expiration, will receive the tender offer consideration of $973.75,
which is the total consideration minus the consent payment. The consent
solicitation will expire at 5:00 p.m., New York City time, on August 4,
2011, unless terminated or extended. The tender offer will expire at
12:00 midnight, New York City time, on August 18, 2011, unless
terminated or extended. Tendering holders will also receive accrued and
unpaid interest from the last applicable interest payment date to, but
not including, the applicable payment date. Tendered Notes may not be
withdrawn and consents may not be revoked after 5:00 p.m., New York City
time, on August 4, 2011.
The proposed amendments to the indenture governing the Notes would,
among other things, eliminate a significant portion of the restrictive
covenants in the indenture and eliminate certain events of default.
Adoption of the proposed amendments to the indenture requires the
consent of the holders of at least a majority of the aggregate
outstanding principal amount of the Notes. Holders who tender their
Notes will be required to consent to the proposed amendments and holders
may not deliver consents to the proposed amendments without tendering
their Notes in the tender offer. The proposed amendments to the
indenture will not become operative, however, until a majority in
aggregate outstanding principal amount of the Notes whose holders have
delivered consents to the proposed amendments have been accepted for
payment.
The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including (i) the Minimum Tender
Condition, which requires that Notes representing not less than a
majority in aggregate principal amount of Notes outstanding be validly
tendered and not validly withdrawn; (ii) the Financing Condition, which
requires (a) the consummation of the offer and sale of newly issued
Senior Secured Second Lien Notes of Fiesta Restaurant Group, Inc., a
wholly-owned subsidiary of Carrols Corporation, in the principal amount
of at least $200,000,000; (b) the completion of a new first lien
revolving credit facility of Fiesta Restaurant Group, Inc.; and (c)
completion of a new senior secured credit facility of Carrols LLC, a
wholly-owned subsidiary of Carrols Corporation, and (iii) the
Supplemental Indenture Condition, which requires that the supplemental
indenture implementing the proposed amendments must have been executed.
Wells Fargo Securities is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation. The depositary
and information agent for the tender offer is D.F. King & Co. Questions
regarding the tender offer and consent solicitation may be directed to
Wells Fargo Securities, Liability Management Group, at (866) 309-6316
(toll free) or (704) 715-8341 (collect). Requests for copies of the
Offer to Purchase and Consent Solicitation Statement or other tender
offer materials may be directed to D.F. King & Co., telephone number
(800) 431-9645 (toll free) and (212) 269-5550 (for banks and brokers).
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes. This
press release also is not a solicitation of consents to the proposed
amendments to the indenture. The tender offer and consent solicitation
are being made solely by means of the tender offer and consent
solicitation documents, including the Offer to Purchase and Consent
Solicitation Statement, dated July 22, 2011, and the related Consent and
Letter of Transmittal, that Carrols Corporation is distributing to
holders of Notes. The tender offer and consent solicitation are not
being made to holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
ABOUT CARROLS RESTAURANT GROUP, INC.
Carrols Restaurant Group, Inc., operating through its subsidiaries,
including Carrols Corporation, is one of the largest restaurant
companies in the United States. The Company operates three restaurant
brands in the quick-casual and quick-service restaurant segments with
550 company-owned and operated restaurants in 16 states as of July 3,
2011, and 35 franchised restaurants in the United States, Puerto Rico,
Ecuador, Honduras, Trinidad, Venezuela and the Bahamas. Carrols
Restaurant Group owns and operates two Hispanic Brand restaurants, Pollo
Tropical and Taco Cabana. It is also the largest Burger King franchisee,
based on number of restaurants, and has operated Burger King restaurants
since 1976.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this news release,
the matters addressed are forward-looking statements. Forward-looking
statements, written, oral or otherwise made, represent the Company's
expectation or belief concerning future events. Without limiting the
foregoing, these statements are often identified by the words "may,"
"might," "believes," "thinks," "anticipates," "plans," "expects",
"intends" or similar expressions. In addition, expressions of our
strategies, intentions or plans, (including, without limitation, the
Company's consideration of a potential spin-off transaction) are also
forward-looking statements. Such statements reflect management's current
views with respect to future events and are subject to risks and
uncertainties, both known and unknown. You are cautioned not to place
undue reliance on these forward-looking statements as there are
important factors that could cause actual results to differ materially
from those in forward-looking statements, many of which are beyond our
control. Investors are referred to the full discussion of risks and
uncertainties as included in Carrols Restaurant Group, Inc.'s and
Carrols Corporation's filings with the Securities and Exchange
Commission.
Investor Relations:
Carrols Restaurant Group, Inc.
800-348-1074,
ext. 3333
Source: Carrols Restaurant Group, Inc.
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